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HomeMy Public PortalAbout2021.06.01 STB Packet SPECIAL TOWN BOARD MEETING JUNE 1, 2021 4:00 PM AGENDA 05-28-2021 PLEDGE OF ALLEGIANCE ROLL CALL ITEM(S) FOR BOARD ACTION 6STB2021-1 RESOLUTION Concerning the Award of Bid for the Bay Shore Boulevard Sanitary Improvements REDI Project 6STB2021-2 RESOLUTION Accepting Proposals for Risk Assessment Firm and Threat Assessment and Management Firm in Connection with the Irondequoit Police Department School Violence Prevention Program 10008502_1 Resolution No. 2021 - ________ EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION CONCERNING THE AWARD OF BID FOR THE BAY SHORE BLVD SANITARY IMPROVEMENTS REDI PROJECT At the special meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 1st day of June, 2021 at 4:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________offered the following resolution and moved its adoption: WHEREAS, pursuant to resolution 2021-025, the Town Board approved the Final order to extend the Consolidated Sewer District to approximately 30 homes along Bay Shore Blvd that currently depend on septic systems which are vulnerable to submersion during periods of flooding, the (“Project”); and WHEREAS, by Resolution adopted on May 19, 2020, the Town Board, as Lead Agency for the purposes of the State Environmental Quality Review Act (“SEQRA”) determined that the Project is an Unlisted Action under SEQRA and adopted a Negative Declaration for the Project, determining the proposed action will not result in any significant adverse environmental impacts; and WHEREAS, pursuant to Article 12-A of the Town Law, the Town may contract for the construction of the improvements within the extension of the Consolidated Sewer District; and WHEREAS, the Town of Irondequoit issued an Invitation to Bid and caused the Notice to Bid to be published in the Daily Record on April 5, 2021, as well as publishing the Invitation to Bid on the Town website in compliance with General Municipal Law § 103, Chapter 51 of the Irondequoit Town Code, requesting bids for Bay Shore Blvd Sanitary Improvements (REDI ASSET MO.68) Project Town Bid 2021-01; and WHEREAS, sealed bids were received and publicly opened and read on April 27, 2021; and 10008502_1 WHEREAS, on May 19, 2021, the Town sent bidder V & B Underground Utilities, Inc. (“V&B”) a letter by certified mail: (1) informing V&B that it was inclined to declare V&B an irresponsible bidder due to deficiencies in V&B’s bid and concerns that the Town had about V&B’s qualifications; and (2) inviting V&B to submit additional information about its bid and qualifications at a special meeting scheduled for June 1, 2021; and WHERAS, V&B received the Town’s letter on May 21, 2021; and WHEREAS, after the special meeting on June 1, the Town declares that the lowest responsible bidder was Blue Heron Construction Co, LLC in the amount of $1,729,500; and WHEREAS, funding for this expense will be available in account #399.8120.2012. NOW THEREFORE BE IT RESOLVED, that the Town Board awards the bid for Bay Shore Blvd Sanitary Improvements to Blue Heron Construction Co, LLC in the amount of $1,729,500, to be paid from account #399.8120.2012. AND, BE IT FURTHER RESOLVED THAT, the Town Board authorizes the Town Supervisor to execute any and all documents related to this award. This resolution shall take effect immediately upon its adoption. Seconded by Town Board Member __________________________and duly put to vote, which resulted as follows: Town Board Member Wehner voting _______ Town Board Member Perticone voting _______ Town Board Member Romeo voting _______ Town Board Member Freeman voting _______ Town Supervisor Seeley voting _______ 9930252_1 Resolution No. 2021 - EXTRACT OF MINUTES OF MEETING OF THE TOWN BOARD ADOPTING A RESOLUTION ACCEPTING PROPOSALS FOR RISK ASSESSMENT FIRM AND THREAT ASSESSMENT AND MANAGEMENT FIRM IN CONNECTION WITH THE IRONDEQUOIT POLICE DEPARTMENT SCHOOL VIOLENCE PREVENTION PROGRAM At a Special Town Board meeting of the Town Board of the Town of Irondequoit, Monroe County, New York held at the Town Hall, 1280 Titus Avenue, in said Town of Irondequoit, on the 1st day of June 2021 at 4:00 P.M. local time; there were: PRESENT: David Seeley Town Supervisor Patrina Freeman Town Board Member John Perticone Town Board Member Kimie Romeo Town Board Member Peter Wehner Town Board Member Harter Secrest & Emery LLP Attorney for the Town Town Board Member______________________ offered the following resolution and moved its adoption: WHEREAS, the Town issued a Request for Proposals (RFP) on March 12, 2021 for two firms to provide services in connection with the Irondequoit Police Department’s School Violence Prevention Program (the “Program”); and WHEREAS, the Program is funded in part by grant funding from the United States Department of Justice; and WHEREAS, the RFP selection committee, pursuant to Section 51-10 of the Irondequoit Town Code, has recommended: (a) Blackhawk Emergency Management Group to provide Risk Assessment Advisory Services: (b) AT-RISK International, Inc. to provide Threat Assessment and Management Services; and WHEREAS, the Town Board determines that the Program is a Type II Action pursuant to 6 NYCRR §617.5 (c)(26) (routine or continuing agency administration and management, not including new programs or major reordering of priorities that may affect the environment), and WHEREAS, funds are available from the account #001.3120.4120.4389. NOW, THEREFORE BE IT RESOLVED, that the Town Board approves the hiring of: (a) BlackHawk Emergency Management Group to provide Risk Assessment Advisory Services for a fee not to exceed $72,450; and (b) AT-RISK International, Inc. to provide Threat Assessment and Management Services for a fee not to exceed $34,300, such fees to be paid from account #001.3120.4120.4389. 9930252_1 AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to execute the agreement with BlackHawk Emergency Management Group in substantially the form annexed hereto as Exhibit A and to execute any and all documents related to such agreement. AND, BE IT FURTHER RESOLVED, that the Town Board authorizes the Town Supervisor to execute the agreement with AT-RISK International, LLC in substantially the form annexed hereto as Exhibit B and to execute any and all documents related to such agreement. This resolution shall take effect immediately upon its adoption. Seconded by the Town Board Member ____________ and duly put to vote, which resulted as follows: Town Board Member Wehner Voting __________________ Town Board Member Perticone Voting __________________ Town Board Member Romeo Voting __________________ Town Board Member Freeman Voting __________________ Town Supervisor Seeley Voting __________________ 9930252_1 Exhibit A 9973668_1 TOWN OF IRONDEQUOIT PROFESSIONAL SERVICES AGREEMENT FOR RISK ASSESSMENT ADVISORY SERVICES THIS AGREEMENT (“Agreement”) is by and between the TOWN OF IRONDEQUOIT, having its principal office and place of business at Town Hall, 1280 Titus Avenue, Rochester, New York 14617 (the “Town”) and BLACKHAWK EMERGENCY MANAGEMENT GROUP LLC having its principal place of business at 3313 Chili Avenue, Suite B, Rochester, NY 14624 (“Blackhawk”). WHEREAS, the Town issued a Request for Proposals (“RFP”) on March 12, 2021 for a firm to provide Risk Assessment Advisory services in connection with the Irondequoit Police Department’s School Violence Prevention Program (the “Program”); and WHEREAS, on March 30, 2021, Blackhawk responded to the RFP (the “Response to RFP”), offering to perform the services requested in the RFP as more fully described in the Response to RFP. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties do hereby agree as follows: 1. Engagement. The Town hereby engages Blackhawk to provide Risk Assessment Advisory Services (“Services”) subject to the terms and conditions of this Agreement. The Services to be provided by Blackhawk are set forth in the Response to RFP, annexed as Addendum C, which is attached hereto and made a part hereof. In the performance of the work, duties and obligations undertaken by Blackhawk under this Agreement, it is mutually understood and agreed that Blackhawk is at all times acting and performing as an independent contractor as discussed more fully in Section 7, below. Except for the establishment of standards and parameters for the provision of services hereunder, the Town shall neither have nor exercise control over the methods by which Blackhawk shall perform services under this Agreement. Blackhawk agrees to provide Services which are set forth in the Response to RFP, annexed as Addendum C and incorporated herein. Blackhawk will retain the right to determine the day-to- day methods by which the Services will be performed. However, this shall in no way interfere with the right of the Town to determine whether Blackhawk is adequately, safely, and in good faith, discharging its duties under this Agreement. 2. Term and Termination. This Agreement shall be in full force and effect from the date of execution through May 18, 2023. The Town reserves the right to cancel this Agreement within thirty (30) days’ notice for failure to perform, based upon existing professional standards and best practices, on the part of Blackhawk. In addition, the performance of work under this Agreement may be terminated by the Town in accordance with this clause in whole, or from time to time in part, after seven (7) days written notice in the event that Blackhawk shall materially default in the performance of this Agreement in accordance with its terms. Upon termination based upon Blackhawk’s material default, the Town may take over the work to be performed and complete same by contract or otherwise, and Blackhawk shall be liable to the Town for any excess cost incurred as a result. The total fee payable to Blackhawk under this Agreement upon such termination shall be such proportionate part of the total fee as the value of the work satisfactorily and reasonably completed as determined by existing professional standards and best practices and delivered to the Town bears to the value of the work completed 9973668_1 2 by this Agreement. 3. Payment. a. Blackhawk will invoice the Town for services performed with respect to the Program no later than 30 days after each item of work toward a Service is provided. The Town will pay each invoice within 45 days of receipt. Total payments from the Town to Blackhawk pursuant to this Agreement shall not exceed $72,450. Blackhawk anticipates providing Services to each district and private school, at the district or similar level, for each phase of the Project in the amounts set forth in Section II (3) of the Response to RFP, with Risk Assessment Advisement of $5,400; Emergency Operations Plans of $9,000; Crisis Management Team of $12,000; Tabletop Exercises of $13,500; Drills of $6,750; Functional Exercise of $20,400; and Project Coordinator EM Consultation of $5,400. b. The Town shall have no obligation to pay for work for Services which are not invoiced by Blackhawk to the Town within 30 days of when the work toward each Service is performed. c. As an independent contractor, Blackhawk agrees and understands that it is not entitled to any other benefits and privileges established for Town employees agents or subcontractors, such as life, accident or health insurance, vacation and sick leave with pay, paid holidays, or severance pay upon termination of this Agreement for any reason. In accordance with Blackhawk’s independent contractor status, payments to Blackhawk shall not constitute wages/salary and therefore, no amounts shall be deducted for federal and State employment, Social Security or other taxes or employee benefit claims. Blackhawk shall be individually responsible for filing and paying self-employment and withholding taxes, if applicable. c. Invoices for the Services will be mailed (or e-mailed) to the following address: Town of Irondequoit Police Department Attn: Chief Laird Department of Public Works 1300 Titus Avenue Rochester, NY 14617 Email: alaird@irondequoit.org 4. Blackhawk’s Duties and Obligations. Blackhawk shall: a. Devote its attention and best efforts to provide the Services described in Section 1 and Addendum C of this Agreement in accordance with the provisions of this 9973668_1 3 Agreement; b. Provide all personnel necessary to perform the Services set forth in this Agreement. Any failure or inability of any person, due to illness or otherwise, shall be the responsibility of Blackhawk and Blackhawk shall, at its expense, take such measures as are necessary to ensure that the Services are provided. If necessary, due to an unforeseen event which adversely impacts training, Blackhawk will coordinate with the Project Coordinator to reschedule to a date and time convenient to the client. Employees of Blackhawk shall comply with all provisions of this Agreement imposed on Blackhawk; c. At all times be solely responsible for all means, methods, techniques, sequences and procedures of the Services, and the acts and omissions of all employees, subcontractors, agents and all other persons performing any of the Services; d. Provide for, secure, and/or be solely responsible for any and all required fees, permits, Workers’ Compensation coverage, Unemployment Insurance, Disability Insurance, Social Security contributions, income tax withholding and any other insurance or taxes, including but not limited to federal and state taxes, for any employee or agent of Blackhawk performing the Services pursuant to this Agreement. Any and all insurance coverage secured by Blackhawk must comply with the requirements set forth in Addendum B to this Agreement; e. Comply with all applicable equal employment opportunity and non-discrimination requirements, including those set forth in Section 13 of this Agreement; 5. Irondequoit’s Duties and Obligations. Irondequoit shall: a. Provide a Project Coordinator to directly interact with the Blackhawk Project Leader, points of contact representing each school, IPD and others, as required, to schedule and coordinate venues, printing, computer with projector, refreshments (if applicable), and other equipment normally provided to Blackhawk by the client. b. In accordance with the Response to RFP, Blackhawk is not responsible for printing or refreshment costs. c. As referenced within the Response to RFP and in support of the Tabletop and Functional Exercise services provided to each school district and Bishop Kearney, the schools will provide key personnel to participate as a member of the Exercise Planning Team (EPT). Personnel provided will be dependent upon the nature of the scenario chosen by each of the 3 schools. The EPT may determine that other organizations such as local law enforcement should also be involved. 9973668_1 4 6. Reports and Records. Blackhawk agrees that the Town shall, until the expiration of three (3) years after final payment, have access to and the right to examine pertinent books, documents, papers and records of Blackhawk and of any of the employees or subcontractors engaged in the performance of Services pursuant to the Agreement. This right shall also extend to auditors of the New York State or federal governments conducting audits of Town business. 7. Insurance and Indemnification. Blackhawk shall execute and comply with the Indemnification Agreement set forth in Addendum A to this Agreement. The Indemnification Agreement shall survive the expiration and/or termination of this Agreement. 8. Independent Contractor. In the performance of the work, duties and obligations undertaken by Blackhawk under this Agreement, it is mutually understood and agreed that Blackhawk is at all times acting and performing as an independent contractor. Except for the establishment of standards and parameters for the provision of Services hereunder, the Town shall neither have nor exercise control over the methods by which Blackhawk shall perform Services under this Agreement. Blackhawk agrees to provide Services within the parameters established by the Town, but Blackhawk will retain the right to determine the day-to-day methods by which the Services will be performed. However, this shall in no way interfere with the right of Town to determine, pursuant to this Agreement, whether Blackhawk is discharging its duties under this Agreement. 9. Workers’ Compensation. This agreement shall be void and of no effect unless Blackhawk shall secure compensation for, and keep insured during the life of this Agreement, any and all of Blackhawk’s employees as are required to be insured under the Workers’ Compensation Law of the State of New York. 10. Representations and Warranties of Blackhawk. Blackhawk represents and warrants as follows: a. Blackhawk has the requisite authority to execute and deliver this Agreement and perform its obligations hereunder. b. The performance of Blackhawk’s obligations hereunder does not and will not violate or conflict with any obligation Blackhawk may have to any third party. c. Blackhawk and its employees subcontractors and/or agents are sufficiently experienced, properly qualified, equipped, organized and financed to perform the Services in compliance with the terms of this Agreement. d. Blackhawk shall perform the Services in a professional manner, consistent with the standard of skill and care exercised by competent and proficient subject matter experts (SME) on projects of comparable scope and complexity, in a similar location and in conformance with the requirements of this Agreement. e. Blackhawk shall comply with all federal, state, and local laws and regulations applicable to the performance of its obligations under this Agreement. 11. Severability. The provisions of this Agreement shall be severable and should any court determine that any part of this Agreement is invalid or unenforceable, such part or portion shall 9973668_1 5 be deemed severed and shall not affect the enforceability of the other provisions hereof. 12. Notices. Each notice, report, demand, waiver, consent and other communication required or permitted to be given hereunder shall be in writing and shall be sent by registered or certified first-class mail, postage prepaid and return receipt requested, or via a nationally recognized courier service, addressed to the authorized agent as follows: If to Blackhawk, to: Christopher D. Durkin, MPA, CEM, MEP President/CEO Blackhawk Emergency Management Group 3313 Chili Avenue, Suite B Rochester, NY 14624 If to the Town, to: Irondequoit Police Department 1300 Titus Avenue Rochester, New York 14617 Attn: Chief of Police Email: alaird@irondequoit.org Either party may specify in writing, in the manner prescribed above, another address to which subsequent notice to such party shall be given, and the Town Supervisor may designate another officer or agent of the Town of Irondequoit for purposes of notice. Any notice or communication given hereunder shall be deemed to have been given as of the date immediately following the date so mailed; provided, however, that if such following date shall be Saturday, Sunday, or a legal holiday, then the date of the notice shall be the next regular business day. The parties reserve the right to designate other or additional agents upon written notice to the other party which shall be signed by the authorized agent of the requesting party. 12. Equal Opportunity. a. General Policy: The Town reaffirms its policy of Equal Opportunity and its commitment to require all contractors, consultants, lessors, vendors and suppliers doing business with the Town to follow a policy of Equal Opportunity, in accordance with the requirements set forth herein. The Town further does not discriminate on the basis of handicap status in admission or access to, or treatment or employment in its programs and activities. The Town is including these policy statements in all bid documents, contracts and leases. Blackhawks, lessors, vendors and suppliers shall comply with all State and Federal Equal Opportunity laws and regulations and shall submit documentation regarding Equal Opportunity upon the Town’s request. b. Compliance: Blackhawk shall comply with all of the following provisions of this Equal Opportunity Requirement: 9973668_1 6 1. Blackhawk shall not discriminate on the basis of age, race, creed, color, national origin, sex, sexual orientation, disability, marital status, or handicap status in the performance of services or programs pursuant to this Agreement. 2. Blackhawk agrees to make a good faith effort to employ minority group persons and females and that in hiring employees and performing work under this Agreement or any subcontract hereunder, Blackhawk, and its subcontractors, if any, shall not, by reason of age, creed, race, color, national origin, sex, sexual orientation, disability, marital status, or handicap, discriminate against any person who is qualified and available to perform the work to which the employment relates. 3. Blackhawk agrees to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, sex, age or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotions or transfers, recruitment and recruitment advertising, layoffs, terminations, rates of pay and other forms of compensation, and selection for training, including apprenticeship. 4. Blackhawk agrees to post notices in conspicuous places available to employees and applicants for employment, and to include language in all solicitations or advertisements for employment placed by or on behalf of the Consultant, reflecting this non­discrimination policy. 5. If Blackhawk is found to have engaged in discrimination in employment on the grounds of age, race, creed, color, national origin, sex, sexual orientation, disability. marital status, or handicap status, by any court or administrative agency that has jurisdiction pursuant to any State or Federal Equal Opportunity Laws and regulations, such determination will be deemed to be a breach of contract and this Agreement will be terminated in whole or part without any penalty or damages to the Town on account of such cancellation or termination, and Blackhawk shall be disqualified from thereafter selling to, submitting bids to, or receiving awards of contract with the Town for goods, works, or services until such time as Blackhawk can demonstrate its compliance with this policy and all applicable Federal and State Equal Opportunity laws and regulations. 6. Blackhawk shall cause the foregoing provisions to be inserted in all subcontracts, if any, for any work covered by this Agreement so that such provisions will be binding upon each subcontractor. 13. Compliance with all Laws. Blackhawk agrees that during the performance of the work required pursuant to this Agreement, Blackhawk, and all employees or subcontractors working under Blackhawk’s direction shall strictly comply with all local, state or federal laws, ordinances, rules or regulations controlling or limiting in any way the performance of work required by this Agreement, including any such laws, ordinances, rules or regulations relating to the protection and 9973668_1 7 equitable treatment of children and and/or people with disabilities. 14. Miscellaneous. a. Non-Exclusive Agreement. Nothing contained in this Agreement shall limit Blackhawk’s ability to enter into any agreement to provide similar service to any outside party; nor shall anything in this Agreement limit the Town’s right to offer similar services itself, or through one or more additional vendors. b. Effect of Agreement. This Agreement, inclusive of the Addenda and attachments, which are incorporated herein and deemed to be a part of this Agreement, sets forth the entire understanding of the parties, and supersedes any and all prior agreements, arrangements and understandings, written or oral, relating to the subject matter thereof. The documents between the Town and Blackhawk attached to this Agreement are ranked by order of preference for all contract interpretation purposes as follows: (i) This Agreement including Addenda “A” through “C” attached hereto. (ii) Town of Irondequoit Town Board Resolution #2021____, adopted ____________ authorizing this Agreement. (iii) Any modification duly agreed to by the parties after execution of this Agreement. (iv) The RFP. (v) The Response to RFP c. Amendment and Waiver. This Agreement may be amended only by a writing executed by each of the parties hereto. No waiver of compliance with any provision or condition hereof, and no consent provided for herein, shall be effective unless evidenced by an instrument in writing duly executed by the party sought to be charged therewith. No failure on the part of any party to exercise, and no delay in exercising, any of its rights hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by any party of any right preclude any other or future exercise thereof or the exercise of any other right. d. Survival of Representations. All the rights and duties of the parties created by this Agreement shall survive with respect to services performed prior to the termination of this Agreement. e. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State without reference to any conflicts of law principles thereof. f. Disputes. All disputes arising in connection with this Agreement shall be adjudicated or settled by a court of competent jurisdiction. Any legal action may only be brought in a court located in Monroe County, New York. g. Remedies Cumulative. The remedies granted in this Agreement are cumulative 9973668_1 8 and in addition to any other remedies to which the parties may be entitled arising from any violation, default or breach of this Agreement. h. Non-Assignment. Blackhawk is prohibited from assigning, transferring, conveying, subletting or otherwise disposing of this Agreement or any of its contents, or of any right, title or interest therein or of the power to execute this Agreement, to any other individual or entity without the Town’s written consent. i. Binding Effect. Subject to the provisions of Section 14(h) above, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement creates no rights of any nature in any person not a party hereto. j. Savings Clause. If any provision of this Agreement is found, by a court or administrative body of competent jurisdiction, to violate any applicable federal, state or local law or regulation, then such provision of this Agreement shall be null and void. All other provisions of this Agreement unaffected by such finding shall remain in full force and effect. k. Headings; Counterparts. The headings used in this Agreement are for convenience of reference only and do not form a part hereof and shall not be used in any way to modify, interpret or construe the intent of the parties. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute the same instrument. l. Contract Deemed Executory. Blackhawk specifically agrees that this Agreement shall be deemed executory only to the extent of the monies available for purpose of the within Agreement as authorized by the Irondequoit Town Board, and that no liability shall be incurred by the Town beyond the monies available for said purpose. [Signature Page to Follow] 9973668_1 9 IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first written above. Blackhawk Emergency Management Group LLC By: Title: Member Sworn to before me this ___ day of ____________, 2021 Notary Public Town of Irondequoit By: David Seeley Town Supervisor Sworn to before me this ___ day of ____________, 2021 Notary Public 9973668_1 10 ADDENDUM “A” INDEMNIFICATION AGREEMENT THIS AGREEMENT (“Agreement”) is by and between TOWN OF IRONDEQUOIT, having its principal office and place of business at Town Hall, 1280 Titus Avenue, Rochester, New York 14617 (hereinafter referred to as the “Town”) and BLACKHAWK EMERGENCY MANAGEMENT GROUP LLC having its principal place of business at 3313 Chili Avenue, Suite B, Rochester, NY 14624 (“Blackhawk”). WITNESSETH WHEREAS, pursuant to the Town of Irondequoit Professional Services Agreement For Risk Assessment Advisory Services, dated ________________ by and between the Town and Blackhawk (the “Contract”), the terms of which are incorporated into and deemed to be a part of this Agreement, Blackhawk has offered to provide services to the Town according to a schedule agreed upon by the Town and Blackhawk. NOW, THEREFORE, in consideration to each other, the parties hereto agree as follows: 1. Blackhawk agrees to fully indemnify, save and hold harmless the Town and all of its officers, agents and employees from and against any and all liability of any type whatsoever, including but not limited to any and all damages, expenses, causes of actions, lawsuits, claims, penalties, fines, assessments or judgment relating to, or arising out of or occurring in connection with the performance of the Contract, whether based on claims of negligent, intentional or reckless acts or omissions of Blackhawk, or its officers, employees or agents, including but not limited to claims brought against the Town, or its officers, employees and agents by third parties, or employees of the contractor. 2. Blackhawk shall, at its own cost and expense, defend any and all actions or suits which may be brought against the Town or any of its officers, against, or employees, or in which the Town or said officers, agents, or employees may be impleaded with others upon any such above-mentioned claim. 3. In the event of Blackhawk’s failure to do so, the Town (at its option without being obliged to do so) may at Blackhawk’s cost and expense and upon prior written notice to Blackhawk defend any and all such suits or actions. Blackhawk shall satisfy, pay and discharge any and all judgments that may be recovered against the Town or any of its officers, agents or employees in any such suits or actions which may be brought against the Town or any of its officers, agents or employees or in which the Town or any of its officers, agents or employees may be impleaded with others. Blackhawk shall pay the reasonable cost of any such defense including but not limited to the Town’s attorney’s fees. 4. Blackhawk’s obligations hereunder shall not be deemed, waived, limited or discharged by the enumeration or procurement of any insurance for liability or damages hereunder. 5. It is agreed that this indemnification agreement pertains only to those claims arising from the any negligent or intentional actions or omissions of Blackhawk, or Blackhawk’s employees or agents alleged to arise on Town property or prior, during or after the performance of 9973668_1 11 services under this Contract. This Agreement shall survive the expiration and/or termination of the Contract. 6. Blackhawk agrees, as a condition precedent to the contract becoming binding, and prior to the performance of any work or service pursuant to the contract, to obtain liability insurance fully indemnifying the Town of Irondequoit from any and all damages, expenses, causes or action, lawsuits, claims, penalties, fines, assessments or judgments relating to or arising out of or occurring in connection with the performance of the contract. Said policy shall be obtained from a carrier acceptable to the Town insurance agent and shall be in such amount(s) and include such terms and conditions as shall be determined by said Town insurance agent and Town Attorney and shall name the Town of Irondequoit and its officers, employees and agents as additional named insureds on the face of the policy. Failure to maintain any such liability insurance policy in full force and effect during the life of the Contract shall be deemed to constitute a material breach of the Contract and this Agreement. 7. Blackhawk shall submit a copy of this policy to the Irondequoit Police Department and the Town of Irondequoit. Approval will be granted at the review by the Town Attorney and the Town Insurance Agent. IN WITNESS WHEREOF, the parties hereto have freely affixed their signatures to this Agreement, with ample time for consultation of counsel, and freely agree to be bound by the terms of this Agreement. Blackhawk Emergency Management Group LLC By: Title: Sworn to before me this ___ day of ____________, 2021 Notary Public Town of Irondequoit By: David Seeley Sworn to before me this ___ day of ____________, 2021 Notary Public 9973668_1 12 ADDENDUM “B” CERTIFICATE OF INSURANCE & INDEMNIFICATION AGREEMENT REQUIREMENTS 1. Insurance company(ies) providing coverage(s) must carry a minimum “A++VI, A+VII, A VIII or A-IX” rating in the current version of A.M. Best’s Insurance Guide and Be licensed to do business New York. 2. A minimum 30 days’ advance notice of cancellation or non-renewal must be given to: Irondequoit Police Department, 1300 Titus Avenue, Rochester, NY 14617. The policy or policies noted below shall be primary to any policies of insurance available to the Town of Irondequoit. The Town and/or its representative retain the right to make inquiries to the contractor, or to its insurance agents or broker and to the insurer(s) directly. 3. A certificate of insurance must be in the Town’s possession a minimum of thirty (30) days prior to Blackhawk’s first performance of services. Blackhawk shall deposit with The Town satisfactory evidence of insurance (including renewals) showing minimum coverage as required above with proof of premiums paid up-to-date, and shall be accompanied by proof that the Town and its officers, employees and agents are named on the policy(ies) as additional named insureds. Annual certificates evidencing insurance coverages shall be provided to Town no later than thirty (30) days prior to each contract year. It is Blackhawk’s responsibility to initiate this submission, and the lack of any specific request from the Town shall not eliminate the mandate. Failure to provide binders in a timely manner shall be considered a contract default consistent with the provisions of these specifications. 4. Commercial General Liability: a. A minimum one million dollars ($1,000,000) per occurrence / two million dollars ($2,000,000) aggregate, which shall include coverage for bodily injury, personal injury, and property damage. Coverage shall be at least equal to Insurance Service Office, Inc. (ISO) form CG 0001. b. Contractual Liability coverage shall include coverage for the required Indemnification Agreement. c. Town of Irondequoit and its officers, employees and agents must be named on the policy as an additional insured, on a primary and noncontributory basis. A waiver of subrogation in favor of the Town must apply. 5. Automobile Liability: a. If applicable, a minimum one million dollars ($1,000,000) combined single limit (bodily injury and property damage) for all owned, hired or borrowed and non-owned motor vehicles, and including additional personal injury protection coverage of $150,000 per person as well as supplementary uninsured motorist coverage in the maximum amount allowed by law. Coverage shall be at least equal to ISO form CA 00 01 with no manuscript 9973668_1 13 endorsements reducing or limiting coverage unless approved beforehand by the Town. b. The Town and its officers, employees, and agents shall be named as additional named insureds on the policy, on a primary and noncontributory basis. A waiver of subrogation in favor of the Town must apply. 6. Workers’ Compensation: Workers Compensation, Employers’ Liability & Unemployment Insurance – Statutory Workers’ Compensation and Employers’' Liability Insurance for all employees. Proof of Workers Compensation Insurance must be on a form approved by the New York State Workers’ Compensation Board. Unemployment insurance covering the contractor’s employees must be consistent with the requirements of New York State law. 7. Disability Benefits Law Coverage: Statutory benefits 8. Minimum Limits: The limits as outlined herein are strictly minimum amounts. The Town encourages the use of higher limits, including excess or umbrella policies, and assumes no liability in the event that claims are presented against the contractor for amounts in excess of these minimum limits. 9. No cancellation of insurance, etc. All insurance certificates shall state that the policy will not be canceled, nor coverage thereunder be reduced or limited, without thirty (30) days prior written notice to Town. It shall further state that a similar thirty (30) days prior written notice will be given to Town prior to the expiration of the policy if renewal coverage is to be refused or such coverage is to be reduced on renewal. Such certificates shall show the name and address of the insured, the policy number, the type of coverage, the inception and expiration dates; shall expressly confirm that Town and its officers, employees and agents are additional named insureds on the policies; and shall clearly state what, if any, coverages are excluded by special or manuscript endorsement or otherwise excepting such as appear in the standard ISO policies as they relate to this agreement. The Town of Irondequoit shall reserve the right to make direct inquiry to the insurance carrier for an explanation of coverages and the contractor shall agree to assist in obtaining any such desired information. The contractor shall acknowledge that failure to provide the mandated insurance on behalf of the Town constitutes a material breach of contract and subjects it to liability for damages, indemnification and all other legal remedies available to the Town. AGREED: ______________________________ BLACKHAWK EMERGENCY MANAGEMENT GROUP LLC 9930252_1 Exhibit B 9936885_1 At Risk STATEMENT OF WORK This Statement of Work ("SOW") is entered into and made effective as of May 2021_ (the "Effective Date"), by and between The Town of Irondequoit , a municipal corporation with offices located at 1280 Titus Avenue, Rochester, NY (Client) and AT-RISK International, Inc., a Wyoming Corporation, whose address is 14100 Parke Long Ct, Suite P, Chantilly, VA 20151 ("Consultant"). This SOW is governed by the terms and conditions of the Services Agreement between Client and Consultant with an Effective Date of May 2021. 1. Term: May 2021, thru May 18, 2023, or life of grant. 2. Summary Description of Services: AT-RISK INTERNATIONAL SAFE AND SUPPORTIVE SCHOOLS PROGRAM (Program): K-12 and Law Enforcement Behavioral Threat Assessment and Management (BTAM) Team Model 3. Detailed Description of Services: The Consultant will customize the Program to New York State law and regulations guiding safety and support for the (East lrondequoit Central School District ("EICSD"), the West lrondequoit Central School District ("WICSD"), the Bishop Kearney private school, and the Irondequoit Police Department. The Program contains beginner to advanced BTAM training, resource mapping, and threat assessment gap analysis of the Client's and Districts' existing violence prevention programs and District-wide Safety and Building-Level Emergency Response plans, individualized threat management protocol development and a Threat Response Guide, and documentation for use as a resource. The Program provides ongoing technical assistance to facilitate the BTAM implementation process during the term of the agreement. ARI will coordinate with the identified Client coordinators. The Program provides a federal and state-specific statutory analysis of requirements guiding threat assessment, school safety plans, audits, drills, school resource officers, violence prevention, discrimination, and anti-bullying laws. The gap, resource, and statutory analysis inform customized BTAM policies and protocols for the Client. 4. Specifications: Not Applicable 5. Project Schedule: See Activity, Cost and Timing chart 6. Deliverables: AT-RISK INTERNATIONAL SAFE AND SUPPORTIVE SCHOOLS PROGRAM (Program): K-12 and Law Enforcement Behavioral Threat Assessment and Management (BTAM) Team Model 6.1 Gap Analysis and Resource Mapping consist of interviews with identified stakeholders and a review of the safety and support policies, protocols, and documentation (District-wide Safety and Building-level Emergency Response Plans). This service can be conducted remotely via the use of video conferencing technology. The Consultant will produce a written executive summary of the findings for the Client. 1 9936885_1 6.2 BTAM Training BTAM 100 and BTAM LE100 6.3 Awareness Training consists of the production and delivery of the Violence Prevention: K-12 Fundamentals of BTAM training. This training is asynchronous and self-paced to achieve organization- wide buy-in informing staff on the following: 6.4 BTAM Team Model Design and Training consist of the production and delivery of the customized Violence Prevention: K-12 BTAM Team training to a select group of stakeholders identified by the Client that will comprise the Building-level and District-wide BTAM teams and the Police response team. The Consultant will produce a Client Threat Response Guide for use as a resource. This training includes BTAM best practice recommendations, current research and scholarship, Consultant's expertise, case studies, and one tabletop exercise. 7 Activity Cost and the Timing chart Activity Per School Days Unit Cost Total Timing BTAM 100 Understanding Threat Assessment and Management in Schools: (virtual training academy) 3 - Self-paced Asynchronous trainings 300 900 First Year BTAM LE 100 Understanding Threat Assessment and Management for police 3 Self-paced Asynchronous trainings (virtual training academy) 300 900 First Year Behavioral Intervention & Threat Management Program Review & Development- Peer- reviewed 3 650 1,950 First Year Development of an Investigative Threat Response Guide and memorandum of understanding for use by schools and police departments 4 650 2,600 First Year BTAM LE 200 Threat Assessment & Risk Mitigation Policies and Responses for police agencies multiple-day training dependent on the number of officers trained. Live-In service 5 650 3,250 IPD first year BTAM LE 200 Advanced School Behavioral Intervention & Threat Assessment (BIT) Team Training:. Two trainers CTM Mark Concordia and Forensic Psychiatrist Dr. Robert Weisman 4 3900 15,600 Second year separate one for each district and IPD TTX Tabletop Threat Assessments 3 integrate police 2nd 650 1,950 year BTAM 300 Advanced Behavioral Intervention and Threat Management training for Established Teams (ABITT): Shared Training 2 1300 2,600 2nd year BTAM 300 Advanced Behavioral Intervention and Threat Management training for Established Teams): Shared Training 2 1300 2,600 3rd year ATTX Advanced Tabletop Threat Assessments 3 650 1,950 3rd year Total 34.300 8. Location of Performance: Virtual and Client locations in the Town of Irondequoit 9. Project Managers: Client Name: Alan Laird Chief of Police Irondequoit Police Department 1300 Titus Ave Rochester NY 14617 Phone: (585) 336-6000 ext. 2211 E-Mail: alaird@irondequoit.org 9936885_1 AT-RISK International, Inc. ("Client Name") By: _____________________________________________________________________ By: Name: Mark Concordia Title: Training Manager Name: Title: Consultant Name: Mark Concordia Telephone No: 585-236-6731 Email: mconcordia@at -riskinternational.com Sub-Contractor Dr. Robert Weisman 10. Reporting: The Consultant will provide the necessary documents/data to assist with the Client's grant reporting requirements. 0. Fees and Payment Schedule: 11.1 Payment for services provided to the Client by ARI due and payable in full by the Client 60 days from the date of each ARI invoice. Acceptable forms of compensation are checks, wire transfers, ACH, or credit card.. In no event shall the Client directly compensate any Personnel for the Services under this Agreement. The maximum amount to be expended by Client pursuant to this SOW shall not exceed $34,300. 11.2 In consideration of Services to be furnished by the Consultant, the Client will pay to Consultant the fee of up to Thirty-four Thousand Three Hundred Dollars ($34,300) for the services outlined above subject to receipt of undisputed invoices. Invoices must be received within 30 days from the date of the work performed for which compensation is sought. Untimely and Incomplete invoices will not be paid until all requested information has been received by the Client and in no event if received after 30 days..days. Pricing provided by ARI in any SOW becomes valid when the SOW has been accepted and signed by both Parties. 11.3 Consultant shall obtain approval from Client before incurring travel expenses that Consultant requests be reimbursed. If approved, Client shall reimburse Consultant for such travel expenses if Consultant provides Cli ent with an itemized description of expenses claimed and receipts for such expenses. 11.4 Invoices. Each invoice for Services or approved reimbursable expenses shall be supported by (a) an itemized description of the Services or expense(s) claimed and (b) attached receipts when such receipts are reasonably available. Invoices shall reference the applicable SOW. Invoices must be delivered to client within 30 days of the work performed. Unless otherwise set forth in the applicable SOW, the associated payment shall be made within sixty (60) days after the Client's receipt of an undisputed invoice accompanied by all required documentation. Invoices and support documentation shall be remitted to the address set forth in the applicable SOW. 11.5 Records. ARI shall keep accurate records of the time spent, work performed, and all charges and expenses associated with the Services and shall provide copies of such records to the Client for a period of t hree (3) years after final payment under the applicable SOW. IN WITNESS WHEREOF, the parties have executed this SOW as of the date first above written. 3 At Risk HSE edits 5.3.21 at 6:00 p.m. SERVICE AGREEMENT This Service Agreement ("Agreement") is entered into and made effective as of May __ 2021("Effective Date") by and between AT-RISK International LLC, a Virginia Limited Liability Company, with offices at 14100 Parke Long Court, Suite P, Chantilly, VA 20151 ("ARI") and the Town of Irondequoit (Client), a municipal corporation with offices located at 1280 Titus Ave, Rochester, NY 14617 (together the "Parties" ). Section 1. DEFINITIONS. The following terms shall have the meanings set forth below: 1.1 "Intellectual Property" shall mean all worldwide rights in and to any and all intellectual property or proprietary assets, including without limitation rights to inventions, trade secrets, know -how, technology, research tools, data, software, improvements and rights of authorship and attribution, whether or not protected by patents or copyrights, and including, without limitation, patent applications, patents, trade secret rights, copyrights, trademarks, and other exclusive or non -exclusive rights pertaining to intellectual property owned or controlled by a Party. 1.2 "Payment Schedule" means the schedule of payment(s) relating to the performance of the Services set forth in the applicable SOW. 1.3 "Project Schedule" means the timetable relating to the performance of the Services set forth in the applicable SOW. 1.4 "Services" means the threat analysis, investigative, consulting, intelligence, and security training services described in the applicable SOW. 1.5 "Statement of Work" or "SOW" means the description of the services to be provided by ARI in in response to a specific need or request on the part the Client. Section 2. PROVISION OF SERVICES. 2.1 Description of Services. ARI shall perform the Service(s) as requested by the Client and as agreed upon by the Parties. During the Term of this Agreement and up on request by the Client, the Parties may agree to any number of written SOW(s). Each Party hereby agrees that by referencing this Agreement each SOW will be understood as implicitly incorporating by reference the terms herein even if the SOW does not ex pressly do so. Each SOW and any amendment thereto may not be made except by a writing signed by both the Client and ARI. In the event of any inconsistencies between the terms of a SOW and the terms herein, this Agreement shall govern, except for instances where the SOW specifically references a deviation from the Agreement, in which case the terms set forth in the SOW will prevail for that SOW only. Each SOW (as may be amended) taken together with the incorporated terms of this Agreement shall be a separate ly enforceable agreement. 2.2 Change Orders. The client may, at any time, by written notice to A RI, issue additional instructions, require additional Services or reduce or waive Services covered by the applicable SOW. In such event, a mutually agreed upon adjustment in price and time of performance will be made. Any claim by ARI for increased compens ation will be made after receipt of written notice regarding the change in Services or delivery of adjusted or new Services. 1 2.3 Performance. The manner and means by which ARI chooses to complete the Services are in its sole discretion and control. ARI agrees to perform and deliver the Services in a competent manner, consistent with industry standards. Unless otherwise specified in the applicable SOW, ARI shall provide all necessary equipment, tools and other material, at ARI's own expense, necessary to complete the Services. 2.4 Personnel. ARI shall provide a sufficient number of Personnel ("Personnel") to perform the Services specified in the SOW and shall take reasonable measures to ensure that Personnel who perform Services hereun der will comply with the duties and obligations applicable under this Agreement. 2.5 Subcontractors. ARI may engage subcontractors to assist with the performance of the Services. Subcontractors performing Services shall be deemed Personnel for the purposes of this Agreement. 2.6 Liquidated Damages for Termination or Pre-Termination Cancellation of Services. If this Agreement is terminated by Client without 30 days' notice, or if any SOW or any assignment under any SOW is terminated or cancelled by Client without 30 days' notice, Client agrees to pay ARI's unreimbursed expenses and/or fees then incurred in performing the Services. 2.7 Uncertainties. ARI will exercise its own judgement and commercially reasonable methods in conducting Services as defined in any SOW to the Client. ARI does not provide any guarantees, express or implied, of result or that recommendations made by ARI or protection offered by ARI or their Personnel will prevent any specific occurrences or guarantee the personal safety of the client or protected party. ARI neither warrants nor represents that the Services will, in fact, successfully protect the client, or any individuals, from personal injury or prevent damage to any property. Section 3. COMPENSATION. 3.1 Invoices. Each invoice for Services or approved reimbursable expenses shall be supported by (a) an itemized description of the Services or expense(s) claimed and (b) attached receipts when such receipts are reasonably available. Invoices shall reference the applicable SOW. Unless otherwise set forth in the applicable SOW, the associated payment shall be made within thirty (30) days after the Client's receipt of an undisputed invoice accompanied by all required documentation. Invoices and support documentation shall be remitted to the address set forth in the applicable SOW. 3.2 Pricing. The cost of Services provided by ARI to the client shall be agreed in a SOW. Pricing provided by ARI in any SOW becomes valid when the SOW has been accepted and signed by both Parties. 3.3 Payment. Unless otherwise agreed upon in any SOW, payment terms for Services provided to the Client by ARI are payment in full by the Client 60 days from the date of each ARI invoice. Acceptable forms of compensation are checks, wire transfer, ACH, or credit card. In no event shall the Client directly compensate any Personnel with respect to the Services under this Agreement. 3.4 Records. ARI shall keep accurate records of the time spent, work performed, and all charges and expenses, associated with the Services and shall provide copies of such records to the Client for a period of three (3) years after final payment under the applicable SOW, and Client shall during such period be allowed access to and the right to examine the pertinent books, records, documents, papers, and other records of ARI . This right shall also extend to auditors of the New York State or federal governments conducting audits of Town business. 2 Section 4. RELATIONSHIP BETWEEN THE PARTIES. 4.1 Status. ARI's relationship with the Client shall be that of a non-exclusive independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. ARI is not an agent of the Client and is not authorized to make any representation, contract, or commitment on behalf of the Client. ARI and its Personnel shall not be entitled to any of the benefits that the Client may make available to its own employees. ARI shall be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to ARI's performance of Services and receipt of payments under this Agreement. 4.2 No Withholding. The Client will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensati on insurance on behalf of ARI or its agents or employees. ARI hereby agrees to indemnify, defend, and hold the Client harmless against any and all such taxes or contributions, including penalties and interest. 4.3 Gratuities. ARI represents and warrants that neither it nor any of its employees, agents or representatives has offered or shall offer any gratuity to the Client's employees, agents or representatives with a view toward securing a contract or securing favorable treatment related to the Services co ntemplated under this Agreement. 4.4 Conflict of Interest. ARI further represents that it currently has no relationship with an employee of the Client that would constitute a conflict of interest and that ARI shall not engage in any activity during the Term of this Agreement that may present such a conflict of interest. 4.5 Solicitation of Personnel. Client covenants that it will not, without the express written consent of ARI, either during the term of the Agreement, or for a period of twelve months thereafter, solicit, recruit, hire, employ or otherwise engage the services of any member of ARI personnel. Section 5. CONFIDENTIAL INFORMATION. 5.1 Confidential Information. "Confidential Information" means any nonpublic or confidential information belonging to a Party that is either marked (or identified) as "Confidential" and/or "Proprietary" or is otherwise logically considered confidential or proprietary to the disclosing Party. "Confidential Information" includes, but is not limited to, the terms and conditions of this Agreement and any proprietary information or trade secrets relating to either Party's business, designs, fees, finances, business opportunities, Personnel, formulae, methods, techniques, processes, procedures, software, security, research, or know -how, including all non-public or confidential information embodied in, represented by, compiled, or relating thereto, whether having existed, now existing, or to be developed or created in the future, whether tangible or intangible, and whether or how stored, compiled, or memorialized. Client further agrees that reports and information received from ARI as a part of the Services will be treated as Confidential Information. 5.2 Non-Use and Non-Disclosure. The receiving Party shall hold all Confidential Information of the disclosing Party in trust and confidence and protect it as the receiving Party would protect its own confidential information (which, in any event, will not be less than reasonable protection) and shall not use such Confidential Information for any purpose other than as necessary for a Party to exercise its rights and perform its obligations hereunder. Unless agreed by the disclosing Party in writing, the receiving Party shall not disclose any Confidential Information of the disclosing Party, by publication or otherwise, to any person other than employees and subcontractors who (i) are bound to written confidentiality obligations consistent with and at least as restrictive as those set forth herein, and (ii) have a need to know such Confidential Information for purposes of enabling a Party to exercise its rights and perform its obligations pursuant to this Agreement. 3 5.3 Exceptions. The obligations specified in this Section 5 shall not apply to any Confidential Information to the extent that it is (i) already known to the receiving Party without restriction prior to the time of disclosure by the disclosing Party, (ii) acquired by the receiving Party from a third party without confidentiality restriction, (iii) independently developed or acquired by the receiving Party by employees or contractors without access to such Confidential. Information, (iv) approved for release by written aut horization of the disclosing Party, (v) in the public domain at the time it is disclosed or subsequently falls within the public domain through no wrongful action of the receiving Party, (vi) furnished to a third party by the disclosing Party without a sim ilar restriction on that third party's right of disclosure, or (vii) disclosed pursuant to the requirement of a governmental agency or disclosure is permitted or required by operation of law, provided that the receiving Party use commercially reasonable efforts to notify the disclosing Party in advance of such disclosure and seeks confidential treatment for such Confidential Information. 5.4 Return. Upon termination of this Agreement or earlier as requested by the disclosing Party, the receiving Party shall either destroy or return to the disclosing party any and all materials, documents or other media containing the Confidential Information of the disclosing Party, together with all copies thereof in whatever form. Section 6. PROPRIETARY RIGHTS. 6.1 Client Materials. Client may make available to ARI documents or other materials containing the Confidential Information of Client ("Client Materials"). In connection with delivering or providing ARI with access to or use of the Client Materials, Client hereby grants to ARI a non-exclusive right and license to use any Client Materials in connection with ARI's obligations under this Agreement. Nothing in this Agreement shall convey to ARI any other right to such Client Materials. Any reports or analysis generated from and strictly using Client Materials shall remain the property of Client, although Client's rights shall not extend to any ARI Intellectual Property, including, without limitation, any interface, unique formatting, or template reporting features that are incorporated into any report or analysis for Client. 6.2 ARI Methodologies. Notwithstanding the foregoing, Client acknowledges and agrees that ARI, in performing its obligations for Client, may use methods, processes, formulae, diagrams, images, tables, a udio, video, scripts, computer code, or algorithms that were created or licensed by ARI prior to the Effective Date or outside ARI's performance of the Services specifically for Client (collectively, "ARI Methodologies"). Client acknowledges and agrees that the such ARI Methodologies include information constituting ARI's Confidential Information. To extent ARI Methodologies are disclosed or made available to Client in any form, ARI hereby grants to Client a limited, non - transferable, non-sublicensable, and non-exclusive license to use the ARI Methodologies for internal business purposes only in connection with implementing any guidance provided by ARI in connection with the Services. Except as expressly permitted herein, Client may not use the ARI Methodologies on a service bureau basis or for the benefit of any third party. Client also agrees that it will not reverse engineer or disassemble or make or cause to be made derivative works of any kind from the ARI Methodologies. 6.3 Deliverables. As used in this Agreement, "Deliverables" mean all originally designed and developed documentation which is specifically set forth on a SOW and which ARI (or its employees or agents or subcontractors) may conceive or develop specifically for Client in the course of performing Services for Client during the term of this Agreement. "Deliverables" must be specifically ordered and expressly identified in a SOW in order for such term and concept to be applicable to Client hereunder. If no Deliverables are specifically identified, Client acknowledges and agrees that no development or creative activities will be extended to Client as a part of the Services. If Deliverables are specifically identified to result from performance of the Services under an applicable SOW and so long as Client pays ARI the required fees and/or costs, ARI acknowledges that all Deliverables shall become the property of Client. Accordingly, such Deliverables that are copyrightable shall be deemed to be a work made for hire to the extent permissible under the U.S. federal copyright laws. To the extent that any such Deliverables may not be considered work made for hire, ARI hereby agrees to assign to Client any of ARI's rights to such Deliverables upon payment by Client of the applicable fee or charge. 6.4 Retained Rights. This Agreement is not a sale of the ARI Methodologies nor is it a transfer or assignment of any rights in the ARI Methodologies. The ARI Methodologies and any other Intellectual Property of 4 ARI conceived, made, developed, discovered, written, authored, invented, created, or first reduced to practice by ARI shall not be considered, and are not, a "work for hire" as determined under United States law and shall remain the property of ARI for all purposes and in all respects. ARI reserves all rights in and to the ARI Methodologies and other ARI Intellectual Property. Except as set forth herein for the ARI Methodologies, no other license is granted to Client under this Agreement by implication or otherwise. 6.5 Third-Party Rights. Any applicable third-party content, software, or materials utilized in connection with the Services are subject to the terms and licenses prescribed by the applicable third -party vendor or provider. 6.6 Advertising and Permissible References. ARI may refer to Client by name and to the existence of this Agreement as required by applicable law. Moreover, Client agrees that ARI may use Client's name to disclose that it is a client of ARI's services in ARI's advertising, promotion, and similar public disclosures with respect to the Services; provided, however, that such advertising, promotion, or similar public disclosures shall not indicate that Client in any way endorses ARI's services without prior written permission of Client. Except for the f oregoing, neither Party shall issue any press release or other public statement regarding the subject matter hereof it has notified the other Party with a reasonable time in which to object to such. Moreover, except for the foregoing, neither Party shall use, without the other Party's prior written consent, the trade names, logo, trademarks or service marks of the other Party. 6.7 Non-Solicitation. Client acknowledges that ARI is engaged in a highly competitive enterprise involving the use of sensitive information and that any unauthorized disclosure or use by Client of the Confidential Information of ARI would cause immediate, substantial, and irreparable injury to the business and goodwill of ARI. Accordingly, Client acknowledges and agrees that ARI would not have an adequate remedy at law and shall otherwise be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Client's obligations under any provision of this Agreement. Section 7. REPRESENTATIONS AND WARRANTIES. 7.1 ARI hereby represents and warrants that: (a) the Services will be performed in a competent and professional manner by Personnel reasonably skilled in the relevant areas of expertise, and the Services will meet the specifications in any applicable SOW; (b) the provision of the Services do not and will not infringe, misappropriate or otherwise violate the Intellectual Property of any third party; (c) ARI shall comply with all applicable state, federal and local laws and regulations in the performance of Services under this Agreement. Section 8. INSURANCE. 8.1 Insurance. ARI shall carry: (a) commercial general liability with a minimum of one million dollars ($1,000,000) per occurrence/ two million dollars ($2,000,000) aggregate; (b) automobile liability insurance with minimum one million dollars ($1,000,000) combined single limit (bodily injury and property damage) for all owned, hired or borrowed and non-owned motor vehicles, and including additional personal injury protection coverage of $150,000 per person as well as supplementary uninsured motorist coverage in the maximum amount allowe d by law; (c) worker's compensation insurance as required by law; together with (d) employer's liability insurance coverage and professional errors and omissions liability insurance coverage. The Town of Irondequoit and its officers, employees, and agents shall be named as additional named insureds on the policies, on a primary and noncontributory basis. A waiver of subrogation in favor of the Town must apply. 5 Section 9. INDEMNITY; LIMITATION OF LIABILITY. 9.1 Indemnification. ARI and the Client agree to indemnify, defend and hold the other Party , their affiliates, and their officers, directors, employees, agents, successors and assigns (collectively "Representatives") harmless from and against any and all claims, damages, liabilities, losses, and expenses (including any and all attorney fees, expenses and cost of litigation) arising out of any such claim resulting from claims, suits, proceedings or causes of action brought by a third par ty against a Party identified in this agreement or its Representatives based on negligence or willful misconduct by such indemnifying Party, its Affiliates, or their respective employees, contractors or agents. Parties shall promptly notify each othe r of any such claims, suits and actions and shall not enter any settlement or compromise related thereto that contains an admission on the part of either Party which negatively impacts the other Party in any manner without their prior written consent. 9.2 LIMITS OF LIABILITY. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ITS EXPRESS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR ITS INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) WHETHER OR NOT FORESEEABLE AND EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 10. TERM AND TERMINATION. 10.1 Term. This Agreement shall commence on the Effective Date and shall continue through May 18, 2024 ("Term") unless earlier terminated as provided below, provided that, unless otherwise indicated by Client, SOWs still in effect as of the termination of the Agreement shall remain in effect after such termination, subject to the terms and conditions of this Agreement, until termination of each such SOW as provided therein. This Agreement may be extended upon the mutual written agreement of the Parties. 10.2 Termination. Client or ARI may terminate all or any part of this Agreement or SOW hereunder upon at least 30 days written notice. If Client terminates this Agreement, ARI shall be entitled to amounts due for any Services performed prior to termination. Section 11. GENERAL. 11.1 Governing Law; Venue; Jury Waiver. This Agreement and the rights and obligations hereunder shall be governed by, and construed in accordance with, the laws of the State of New York. Courts located within the Monroe County, New York shall have sole and exclusive jurisdiction and venue to hear and determine any dispute or controversy arising under or concerning this Agreement, and the Parties hereto consent to submit to the personal jurisdiction of such cour ts and waive all objections to jurisdiction and venue. In prevailing in any action or proceeding to enforce, interpret, or determine the applicability or enforceability of any provision of, this Agreement, or for monetary or other relief as a result of the alleged breach of this Agreement, or otherwise arising from or under this Agreement, a Party shall be entitled to recover from the other Party its attorneys' fees and costs incurred in prosecuting such action or proceeding. 11.2 Entire Agreement. This Agreement and the Exhibits attached hereto contain the full and complete understanding and agreement between the Parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both Parties. 11.3 Notice. Any and all notices permitted or required to be given hereunder shall be deemed duly given: (i) upon actual delivery, if delivery is by hand; or (ii) one (1) day after being sent by overnight courier, charges 6 prepaid. Notices to Client shall be sent to the address first written above, or at such other address for which Client gives notice hereunder. Notices to ARI shall be sent to the address first written above, or at such other address for which ARI gives notice hereunder. The Parties may agree in a SOW to provide notice by email related to such SOW. 11.4 Assignment. This Agreement may not be assigned, in whole or in part, by ARI without the prior written consent of Client. Any attempted assignment or delegation by ARI without such consent, except as expressly set forth herein, will be void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and assigns. 11.5 Waiver Modification. The failure of either Party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either Party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no w ay affect that Party's right to enforce such provisions or exercise such option. 11.6 Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. 11.7 Captions. Paragraph titles or captions contained herein are inserted only as a matter of convenience and for reference. 11.8 Drafter. No Party will be deemed the drafter of this Agreement, and both Parties acknowledge that they had the opportunity to have this Agreement reviewed by counsel and that this Agreement will be deemed to have been jointly prepared by the Parties. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any Party as drafter. 11.9 Force Majeure. ARI will not have any liability for damages or delay due to fire, explosion, lightning, extended power failure, water or flood, acts of God, the elements, declaration of national or state emergency, epidemic, pandemic, war, civil disturbance, acts of civil or military authorities or a public enemy, or t hat prevent ARI from materially performing its obligations hereunder. Furthermore, ARI shall not be liable for any failure to perform caused by any event or occurrence outside the control of ARI, without limitation, state action, orders or actions of law enforcement authorities. 11.10 Counterparts. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted by electronic means, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument. Exhibits, which shall be a part of this Agreement, as if set forth fully herein: Exhibit A: Privacy Addendum (CA or EU only) 7 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date first written above. ARI AT-RISK International LLC Printed Name (ARI): _Mark Concordia Title (ARI): Training Manager Signature (ARI): Mark Concordia Client: Entity Name (Client): Town of Irondequoit Printed Name (Client): David A. Seeley Title (Client): Town Supervisor Signature (Client): _____________________________________ 8 9973668_1 14 ADDENDUM “C” March 30, 2021 IRONDEQUOIT POLICE DEPARTMENT 2021 Risk Assessment Advisory Services Proposal Prepared for: Mr. Alan J. Laird Chief of Police Irondequoit Police Department 1300 Titus Avenue Rochester, NY 14617 phone: (585) 336-6000 alaird@irondequoit.org Prepared by: Mr. Christopher D. Durkin, MPA, CEM®, MEP President/CEO Blackhawk Emergency Management Group 3313 Chili Avenue, Suite B Rochester, NY 14624 phone: (585) 738-8940 cdurkin@blackhawkemg.org web: www.blackhawkemg.org BLACK EMERGENCY MANAGEMENT GROUP Pre venbon • Malgatvjn • Prep aretlness • Response • Reco vary Veteran Owned and Operated Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal 2021 Risk Assessment Advisory Services Proposal Table of Contents 1. Project Background 3 11. Risk Assessment Firm 3 1. Identifying Information 3 2. Experience and Capabilities 4 3. Project Pricing and Fees, 6 4. Miscellaneous 9 March 30, 2021 • Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal I. Project Background The Irondequoit Police Department (IPD) oversees a School Violence Prevention Program and plans to commence a project to improve school safety and preparedness in the event of an emergency ("Project"). The Project will include the East Irondequoit Central School District ("EICSD") consisting of six buildings and 2,996 students, the West Irondequoit Central School District ("WICSD") consisting of 10 buildings and 3,641 students, and the Bishop Kearney private school serving 325 students in one building ("BK", and collectively with "EISCD" and "WICSD", the "Schools"). The Project will proceed in several steps and involve school personnel, IPD personnel, and two private companies selected to perform the work described herein (or one company capable of providing all work). II. Risk Assessment Firm 1. Identifying Information a) Blackhawk Emergency Management Group Limited Liability Company (LLC) 3313 Chili Avenue, Suite B Rochester, NY 14624 b) EIN:47-3591277 c) Mr. Christopher D. Durkin, M.P.A., CEM®, MEP Phone: (585) 738-8940 (Cell) Email: cdurkin@blackhawkemg.org d) Risk Assessment Firm Subject Matter Experts (SME)s: 1 Mr. Christopher Durkin, M.P.A., CEM® - Project Leader 2. Mr. Charles Cutler, M.B.A. - Deputy Project Leader 3. Mr. Patrick O'Flynn, M.A. - Physical Security & Risk Assessment SME 4. Mr. Richard Geary, M.A. - Emergency Management & Physical Security SME 5. Mr. Zachary Callahan, B.S. - Emergency Medical SME 6. Ms. Allegra Crist, B.S. - Administrative Assistant March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal 2. Experience and Capabilities a) Organization and Supporting Details Blackhawk Emergency Management Group, LLC, aka "Blackhawk EMG" based in Rochester, New York and located at 3313 Chili Avenue, Suite B, 14624 is a veteran -owned business specializing in disaster prevention, preparedness and emergency management for education, healthcare, houses of worship, business, government, not -for -profits, families, individuals and more. Blackhawk EMG's multi- faceted approach consists of the assessment of organizational threats and hazards which may adversely impact the daily operations. This assessment initially involves physical security assessments, hazard vulnerability assessments and the review of existing emergency management plans, policies and procedures in relation to pertinent threat/hazard prevention, mitigation, preparedness, response and recovery. Plan, policy and procedure validation is accomplished using the Federal Emergency Management Agency's (FEMA) Homeland Security Exercise and Evaluation Program (HSEEP) compliant discussion and operations -based exercises. Christopher D. Durkin; the principal consultant, is an International Association of Emergency Managers (IAEM) fully qualified Certified Emergency Manager (CEM®), FEMA trained Master Exercise Practitioner (MEP) and retired 23 -year veteran of both the U.S. Marine Corps and U.S. Army with 17 -years piloting MH-60 Blackhawk Helicopters for in support of special operations. b) Organizational Capabilities The Blackhawk Emergency Management Group is a Rochester, New York based, veteran owned and rapidly emerging organization focusing entirely on all elements related to emergency management and homeland security. At its core, Blackhawk EMG is comprised of numerous subject matter experts, all of whom are passionate about providing the best support possible to our clients. Using the proven Special Operations model as our guide, we believe that it is not the quantity but the quality of individuals within an organization that truly ensures success. Our Commitment. Blackhawk EMG supports the "whole community" approach. Recognizing that preparedness is a shared responsibility, Presidential Policy Directive 8 / PPD-8: National Preparedness was signed by the President on March 30, 2011. PPD-8 requires the involvement of everyone, not just the government, in a systematic effort to keep the nation safe from harm and resilient when struck by hazards, such as natural disasters, acts of terrorism and pandemics. March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal c) Blackhawk EMG Experience. Markets We Serve: • Local, State, Federal Governments • Not-for-Profit/NGOs • Houses of Worship • Private Sector Corporations and Small Businesses to include Amtrak • Large Pharmaceutical and Insurance Companies • School Districts (K-12) and Institutions of Higher Education Institutions (IHE) • Public Health, Hospitals, Medical Clinics and Federally Qualified Health Centers (FQHC) • Others, as required d) Relevant References • Mr. Neil Flood Supervisor of Safety, Security and Emergency Planning Webster Central School District 119 South Avenue, Webster, NY 14580 (585) 265-6585 Note: Former Major, MCSO • Mr. Jay Maitland Chief of Campus Safety & Emergency Management Finger Lakes Community College (FLCC) 3325 Marvin Sands Drive Canandaigua, NY 14424 (585) 729-8818 Note: Former Lieutenant, RDP • Mr. William E. Belecz Trillium Health Senior Vice President Chief Operating Officer Chief Information Officer 259 Monroe Avenue Rochester, NY 14607 (585) 210-4158 March 3Q 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal 3. Project Pricing and Fees a) Cost of Services, including all fees and expenses. The following table details the pricing for delivery of the services outlined in this proposal. This pricing is valid for 60 days from the date of this proposal, Protect Services/Deliverables Risk Assessment Advisement For each district and private school: Price $5,400.00 • Note: Physical Security Assessment (PSA) requires further discussion regarding details and client decisions before PSA cost estimate can be included. • Conduct risk assessment advisement, as applicable. ▪ Develop Hazard Vulnerability Assessment (HVA) • Provide review of each threat/hazard as it relates to prevention, mitigation, preparedness, response and recovery. Emergency Operations Plans (EOPs) i$9,000.00 For each district and private school: • Provide Emergency Operations Planning (EOP) advisement and support in accordance with New York State Education Law • Collect existing information to support the development of a comprehensive Emergency Management Plan (EOP)utilizing existing NYS sanctioned templates and modify as necessary per FEMA's Comprehensive Planning Guide (CPG)-101 Crisis Management Team (CMT) For each district and private school: Provide consultation and advisement on the structure and development of Crisis Management Teams (CMT) for each school district and Bishop Kearney focusing upon design, members, roles and responsibilities, reference materials and the use of existing client technology, before, during and after an incident. Tabletop Exercises (TTX) IFor each district and private school: $12,000.00 $13,500.00 March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal • Blackhawk EMG will provide 30 hours of support for each school district and Bishop Kearney with direct planning and operational oversight of the Exercise Planning Team (EPT) by a FEMA trained Master Exercise Practitioner (MEP). • The TTX EPT will be comprised of Blackhawk personnel and key members of the participating district or Bishop Kearney. The EPT may determine that other organizations such as local law enforcement should be involved. • The MEP and supporting team members will lead the EPT through the concept and objectives (C&O) meeting, Initial Planning Meeting (IPM), Mid Planning Meeting (MPM) and Final Planning Meeting (FPM) during the development and execution of the TTX in support of the CMTs chosen threat/hazard scenario. • Conduct debrief and develop an After -Action Report (AAR) upon the conclusion of each TTX. Drills (Focus areas to be determined (TBD) $6,750.00 For each district and private school: • Blackhawk EMG will provide 15 hours of support for each school district and Bishop Kearney with direct planning and operational oversight of the Exercise Planning Team (EPT) by a FEMA trained Master Exercise Practitioner (MEP). • Provide drills which will focus upon a high priority area identified as a result of the Hazard Vulnerability Assessment (HVA). The Exercise Planning Team will determine the specific nature of the drills. • The Drill (s) EPT will be comprised of Blackhawk personnel and key members of the participating district or Bishop Kearney. The EPT may determine that other organizations such as local law enforcement should be involved. • Conduct debrief and develop an After -Action Report (AAR) upon the conclusion of each drill. Functional Exercise (FE) $20,400.00 For each district and private school: • Blackhawk EMG will provide 40 hours of support for each school district and Bishop Kearney with direct planning and operational oversight of the Exercise Planning Team (EPT) by a FEMA trained Master Exercise Practitioner (MEP). • The TTX EPT will be comprised of Blackhawk personnel and key members of the participating district or Bishop Kearney. The EPT March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal may determine that other organizations such as local law enforcement should be involved. • The MEP and supporting team members will lead the EPT through the concept and objectives (C8(0) meeting, Initial Planning Meeting (IPM), Mid Planning Meeting (MPM) and Final Planning Meeting (FPM) during the development and execution of the TTX in support of the CMTs chosen threat/hazard scenario. • Due to the nature of a Functional Exercise (FE), an additional Master Scenario Events List (MSEL) meeting will be required by the designated EPT, in addition to the identification of personnel from each district and private school to perform duties as members of the Simulation Cell (SimCell) with a member of Blackhawk EMG assigned as the SimCell Controller. • Conduct debrief and develop an After -Action Report (AAR) upon the conclusion of each FE. Project Coordinator EM Consultation • Blackhawk EMG will provide 36 hours of advisement and mentorship for project coordination. • This advisement will focus upon building skills on addressing a crisis within educational settings and shall include: • Lockdowns/lockouts • Natural disasters (earthquake, tornado, hurricane, floods and others) • Severe weather • Fires, chemicals and hazardous material spills • Bus crashes • School shootings • Bomb threats • Medical emergencies • Student or Staff deaths (suicide, homicide, accidental or natural) • Acts of terror or war • Outbreaks of infectious diseases or infections $5, 400.00 Project Total:$72,450.00 Note: Blackhawk EMG is not responsible for printing or refreshment costs Project Pricing and Fees (Continued) b) Describe the basis for the cost proposal: The basis for the cost proposal is consistent with pricing and fees associated with the use of senior subject matter experts (SMEs) to provide the services required to March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal develop a fully formed emergency management program based upon regulatory requirements, best practices and lessons learned. The Blackhawk EMG Team formed to support this project consists of a cross-section of highly trained and experienced experts who, as a cohesive unit, will provide outstanding support throughout the project period. c) Proposed billing and payment structure: It is recommended that due to the number of variables associated with this project (2 -school districts and 1 -private school, 3 -year project duration, multiple deliverables, etc.) the proposed billing and payment structure decision be delayed until project award so that additional questions may be asked to ensure the billing and payment structure are practicable and suitable to all parties involved. 4. Miscellaneous To the best of my knowledge, no conflicts of interest exist. This includes any conflicts which may arise during the three (3) year project period. I hereby submit my assurance that there are no unresolved conflicts of interest between Blackhawk EMG and the Town of Irondequoit and/or the Irondequoit Police Department (IPD). IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. Irondequoit Police Department Blackhawk EMG By: By: Name: Name: Christopher D. Durkin Title: Title: President/CEO Date: Date: 30 March 2021 Thank you for allowing the Blackhawk Emergency Management Group to meet your safety, security and emergency management needs. March 30, 2021 Irondequoit Police Department 2021 Risk Assessment Advisory Services Proposal End of Document March 30, 2021